1





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                                 June 5 , 1995
                Date of Report (date of earliest event reported)


                               ALTERA CORPORATION
             (Exact name of Registrant as specified in its charter)


           California                      0-16617               77-0016691
 (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                              2610 Orchard Parkway
                               San Jose, CA 95134
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (408) 894-7000


                                 Not Applicable
         (Former name or former address, if changed since last report)

   2

Item 5.  Other Events.

         In a press release disseminated on June 5, 1995, the registrant
publicly announced that it intends, subject to market and other conditions, to
raise $150 million in a private placement of convertible subordinated notes to
certain institutional buyers and up to $172.5 million if an over-allotment
option to be granted to the initial purchasers were exercised in full.  A copy
of the press release is attached hereto and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         A copy of registrant's press release announcing a private placement of
convertible subordinated notes is attached hereto as an exhibit and
incorporated herein by reference.




                                      -2-

   3

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: June 9, 1995

                                               Altera Corporation


                                               By: /s/ Martin R. Baker
                                                   -----------------------------
                                                   Martin R. Baker
                                                   Secretary





                                      -3-

   4

                               INDEX TO EXHIBITS




            EXHIBIT                       DESCRIPTION                      PAGE
            -------                       -----------                      ----
                                                                     
            99.1            Press Release disseminated June 5, 1995